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UNITED STATES | OMB APPROVAL |
SECURITIES AND EXCHANGE COMMISSION --------------------
Washington, D.C. 20549 | OMB Number: |
| 3235-0145 |
SCHEDULE 13D | Expires: |
| December 31, 1997|
UNDER THE SECURITIES EXCHANGE ACT OF 1934 | Estimated |
(AMENDMENT NO. _______)* | average burden |
| hours per |
| response...14.90 |
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US WATS, INC.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
90337P10
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(CUSIP Number)
Carter Strong, Esq. (202) 857-6252
Arent Fox Kinter Plotkin & Kahn, 1050 Connecticut Ave., N.W.,
Wash. D.C. 20036-5339
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 8, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject to this Schedule 13D, and the filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [X]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
"The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Note).
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SCHEDULE 13D
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CUSIP No. 90337P10 Page ____ of ____ Pages
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1 NAME OF REPORTING PERSON
S. S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,143,635
BENEFICIALLY ---------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING ---------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,143,635
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,143,635
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.31
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
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This Statement relates to the common stock, par value $.001 per share (the
"Common Shares"), of US WATS, INC., a New York corporation (the "Issuer"). The
Issuer's principal executive offices are located at 111 Presidential Boulevard,
Bala Cynwyd, Pennsylvania 19004.
ITEM 2. IDENTITY AND BACKGROUND.
-----------------------
This Statement is filed by Gold & Appel Transfer, S.A., a British Virgin
Islands corporation ("Gold & Appel"), which is wholly owned by Iceberg
Transport, S.A., a Panama corporation ("Iceberg"). Gold & Appel's principal
place of business is located in the Omar Hodge Building, Wickhams Cay, Road
Town, Tortula, British Virgin Islands. Gold & Appel's principal business is
making capital venture investments. Iceberg's principal place of business is
located at 53rd Street (Calle 53), Urbanizacion, Obarrio, Torre Swiss Bank,
Panama City, Republic of Panama. Iceberg's principal business is research, from
a financial investment basis, of international development projects, and its
ownership of Gold & Appel.
Gold & Appel's directors and executive officers are as follows:
<TABLE>
<CAPTION>
Citizenship or
Position with Principal Jurisdiction of
Name Gold & Appel Business Address Occupation Organization
- ---- ------------- ---------------- ------------ ---------------
<S> <C> <C> <C> <C>
Servco Limited Sole Director* Omar Hodge Building Corporate British Virgin Islands
Wickhams Cay Road Management and
Town, Tortula Consulting
British Virgin Islands
Rose Restrepo Authorized Omar Hodge Building Corporate British Virgin Islands
Signatory for Servco Wickhams Cay Road Management and
Limited Town, Tortula Consulting
British Virgin Islands
Walt Anderson Secretary* 2000 L Street Chairman and United States of
Suite 200 Chief Executive America
Washington, D.C. Officer of Espirit
20036 Telecom Limited,
a European-
based
communication
carrier
</TABLE>
- ------------
* Mr. Anderson is also attorney-in-fact for Gold & Appel, which has no president
or treasurer (such duties are filled by Servco Limited, as Gold & Appel's sole
director).
<PAGE>
Iceberg's directors and executive officers are as follows:
<TABLE>
<CAPTION>
Position Principal
Name with Iceberg Business Address Occupation Citizenship
- ---- ------------ ---------------- ---------- -----------
<S> <C> <C> <C> <C>
Pablo Javier Director and 53 Street (Calle 53) Attorney, Republic
Espina President Urbanizacion, Obarrio Morgan & Morgan Of
Torre Swiss Bank Panama
Panama City
Republic of Panama
Adelina M. De Estribi Director and 53 Street (Calle 53) Attorney, Republic
Secretary Urbanizacion, Obarrio Morgan & Morgan Of
Torre Swiss Bank Panama
Panama City
Republic of Panama
Aida May Biggs Director and 53 Street (Calle 53) Attorney, Republic
Treasurer Urbanizacion, Obarrio Morgan & Morgan Of
Torre Swiss Bank Panama
Panama City
Republic of Panama
</TABLE>
Neither Gold & Appel nor Iceberg nor any director or executive officer of
either Gold & Appel or Iceberg named above has been, during the past five years,
a party to any criminal proceeding (excluding traffic violations or similar
misdemeanors) or to any civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which such entity or person was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
--------------------------------------------------
As of January 21, 1997, Gold & Appel had purchased 1,143,635 Common Shares.
These Common Shares were purchased for approximately $1,511,541.63. All of such
funds came from Gold & Appel's general corporate funds.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
Gold & Appel acquired the above-mentioned 1,143,635 Common Shares for
investment purposes. Gold & Appel may determine to purchase additional
securities of the Issuer or to sell some or all of any of the Common Shares it
owns at any time in private or market transactions depending on market
conditions, its evaluation of the Issuer's business, prospects and financial
condition, the market for the Common Shares, other opportunities available to
Gold & Appel, general economic conditions, money and stock market conditions and
other further developments.
Except as described herein, Gold & Appel has no plans or proposals which
relate to or would result in:
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<PAGE>
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or of
any of its subsidiaries;
(d) Any change in the Issuer's present board of directors or management,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the Issuer's board of directors;
(e) Any material change in the present capitalization or dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter or bylaws or other actions which may
impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
Gold & Appel may, at any time and from time to time review or reconsider
its position and formulate plans or proposals with respect to the Issuer and its
securities, but has no current intention of doing so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
(a) Gold & Appel beneficially owns 1,143,635 Common Shares, representing
approximately 7.31% of the outstanding Common Shares, based on the outstanding
shares as of November 14, 1996, as reported by the Issuer's Quarterly Report in
Form 10-Q filed with the U. S. Securities and Exchange Commission on or about
November 14, 1996.
(b) Gold & Appel has the sole power to vote and dispose of 1,143,635 Common
Shares. Under the power-of-attorney dated January 6, 1995, executed by Gold &
Appel and appointing thereunder Walt Anderson as Gold & Appel's attorney-in-
fact, a copy of which is filed herewith
-3-
<PAGE>
as Exhibit 1, Mr. Anderson has the authority and power, among other things, on
Gold & Appel's behalf, to buy, sell and trade public and private securities,
including the Common Shares, and any other financial investments. Mr. Anderson
disclaims beneficial ownership of the Common Shares held by Gold & Appel.
(c) Within the past 60 days, Gold & Appel effected the purchases of Common
Shares in the manner, in the amounts, on the dates and at the prices set forth
in Schedule A hereto. Except as set forth in such Schedule A, which is
incorporated herein by reference, to the best of Gold & Appel's knowledge, none
of the entities or persons named in Item 2 above beneficially owns any Common
Shares and there has been no transactions in Common Shares during the past 60
days by any of such entities or persons.
(d) No other person is known by Gold & Appel to have the right to receive
dividends from, or the proceeds from the sale of, the Common Shares owned by
Gold & Appel.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS AND RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
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Gold & Appel does not have any contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any securities
of the Issuer, including but not limited to the transfer of any of the Common
Shares owned by Gold & Appel, finder's fees, joint ventures, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Exhibit 1 -- Power-of-Attorney dated January 6, 1995, executed by Gold &
Appel Transfer, S.A., in favor of Walt Anderson
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<PAGE>
SCHEDULE A
Gold & Appel has made the following purchases of Common Shares within the
past 60 days.
<TABLE>
<CAPTION>
Date of Number of Average Price per
Transaction Common Shares Common Share *
- ------------ ------------- ------------------
<S> <C> <C>
December 12, 1996 100,000 1.06
December 13, 1996 34,000 1.25
December 17, 1996 50,000 1.06
December 20, 1996 65,000 1.25
January 3, 1997 45,000 1.34
January 7, 1997 5,000 1.34
January 13, 1997 130,500 1.31
January 14, 1997 75,000 1.35
January 15, 1997 73,000 1.51
January 16, 1997 110,000 1.51
January 17, 1997 23,000 1.51
</TABLE>
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* Represents the average price paid, excluding commissions, for all purchases on
the date specified. All transactions were effected in the over-the-counter
market.
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<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Gold & Appel Transfer, S.A.,
at British Virgin Islands Corporation
By: /s/ Walt Anderson
---------------------------------------
Walt Anderson, Attorney-in-Fact for
Gold & Appel Transfer, S.A.
<PAGE>
Exhibit 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS
That the undersigned, GOLD & APPEL TRANSFER S.A., hereinafter "the Company", a
company organized and existing under the International Business Companies
Ordinance, 1984 of the British Virgin Islands, having its Registered Office at
Omar Hodge Building, Wickham's Cay, Road Town, Tortola, British Virgin Islands,
DOES HEREBY APPOINTS WALT ANDERSON as the Attorney-in-Fact of the Company, to be
the true and lawful Attorney-in-Fact of the Company, conferring upon him,
authority and power to buy, sell and trade public and private shares, futures,
bonds, Mutual funds and/or any other financial instruments on behalf of the
Company; to set up Stock of Future accounts in the name of the Company and to
manage trades or assign others to manage trades in these accounts; to use the
funds of the Company to set up other corporations, partnerships, trusts or
individuals; to arrange for Loans to the Company and to use the property of the
Company as collateral for said loan; to set up and to close or terminate, bank
accounts of any type, in any currency, anywhere in the world, in the name of the
Company and to act as the trustee and manager of those accounts; to sign any
agreements on behalf of the Company and to bind the Company to any agreement
relating to any transaction allowed under this Power. The Attorney-in-Fact has
the authority to sign any resolutions needed to open the accounts authorized
under this power of attorney and to act for the Board of Directors and the
Company in all matter relating to the opening, management, funds transfers and
closing of said accounts.
This Power of Attorney shall remain in full force and until the 15th day of
January, 1998.
IN WITNESS WHEREOF, this Power of Attorney is granted in Tortola, British Virgin
Islands, on this 6th day of January, 1995.
GOLD & APPEL TRANSFER S.A.
/s/ Rosa Restrepo
----------------------------
Rosa Restrepo
Servco Limited-Sole Director
BY: ROSA RESTREPO - ASSISTANT SECRETARY
